SCHEDULE 13G/A: Iroquois Capital Management and Affiliates Disclose Significant Stake in 22nd Century Group

Iroquois Capital Management, Richard Abbe, and Kimberly Page have filed an amended Schedule 13G, disclosing their beneficial ownership of 22nd Century Group, Inc. common stock primarily through warrants, subject to ownership blockers.

Summary

• Iroquois Capital Management, LLC, Richard Abbe, and Kimberly Page (the "Reporting Persons") have filed an Amendment No. 1 to Schedule 13G regarding their beneficial ownership in 22nd Century Group, Inc.
• As of December 31, 2024, the Reporting Persons beneficially own shares of Common Stock issuable upon the exercise of Warrants.
• Iroquois Capital Management, LLC and Kimberly Page each report beneficial ownership of 35,434 shares, representing 6.02% of the class.
• Richard Abbe reports beneficial ownership of 101,240 shares, representing 9.99% of the class.
• These percentages are calculated based on 553,516 shares of Common Stock outstanding as of December 17, 2024, and give effect to certain ownership blockers.
• The Warrants are subject to a 9.99% blocker (with some at 4.99%), meaning the Reporting Persons cannot exercise them if it would result in beneficial ownership exceeding these thresholds.
• The filing certifies that the securities were not acquired for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would significantly sway sentiment positively or negatively, beyond the inherent implications of a significant stake.

Positives

• The filing indicates a significant beneficial ownership stake by institutional and individual investors, which can be seen as a vote of confidence in the company's long-term prospects.
• The investors are holding warrants, which suggests they anticipate future value appreciation that would make exercising the warrants profitable.

Negatives

• The presence of "blocker" provisions on the warrants limits the immediate full exercise of the securities, potentially restricting the Reporting Persons' ability to fully realize their potential ownership or influence.

Risks

• The "blocker" provisions (9.99% and 4.99%) on the warrants limit the Reporting Persons' ability to fully exercise their warrants and convert them into common stock, which could impact their potential upside or influence.
• The actual number of shares beneficially owned after giving effect to these blockers is less than the reported aggregate amounts, which could lead to a misunderstanding of their true current ownership.

Future Outlook

NA

Management Comments

• NA

Industry Context

This filing is a standard disclosure of beneficial ownership and does not provide information related to broader industry trends or competitive landscape.

Stakeholder Impact

• The disclosure provides transparency regarding significant ownership stakes, which can influence investor perception and potentially trading activity for shareholders.

Next Steps

• NA

Key Dates

Keywords

22nd Century Group, Schedule 13G, beneficial ownership, warrants, Iroquois Capital Management, Richard Abbe, Kimberly Page, common stock, SEC filing, ownership disclosure, equity stake